Milfam Seizes Scully Royalty Board in Dramatic Shareholder Coup

STUART, FL – December 29, 2025 – By Deborah Cooper

In a stunning display of shareholder activism, Milfam LLC, a major investor in Scully Royalty Ltd. (NYSE:SRL), has declared a complete victory in its campaign to overhaul the company’s board. The family office announced today that all five of its nominees were elected at a contentious Annual General Meeting on December 27, effectively ousting the incumbent directors. The election took place under extraordinary circumstances, with Milfam representatives holding the meeting outside a locked conference room after finding no company officials present, setting the stage for a significant corporate governance battle.

A Meeting Held in the Hallway

The shareholder showdown reached a dramatic climax on Saturday. According to Milfam, its representatives arrived at the scheduled time and place for the Annual General Meeting only to be met with locked doors and an absence of any company representatives. Undeterred, the meeting was convened just outside the allocated room, where Milfam asserts a quorum of at least 20% of the company's common shares was present in person or by proxy. A vote was held, and Milfam’s slate of nominees—Jerrod Freund, Mark Holliday, Alan Howe, Nimesh Patel, and Skyler Wichers—was elected to the board.

This move directly defied a prior announcement from Scully Royalty's management. On December 24, the company stated it was postponing the meeting. The reason cited was its decision to appeal a Cayman Islands Grand Court ruling that had validated Milfam’s nominations. Scully Royalty had previously argued that Milfam’s notice of nomination was invalid because it failed to comply with the company’s advance notice provisions. However, on December 19, the Grand Court sided with Milfam, declaring its nomination notice validly delivered.

In a statement today, Scully Royalty acknowledged Milfam’s press release but reiterated its position that the meeting was postponed, stopping short of recognizing the election's validity. This has created a precarious situation with two competing claims to leadership, leaving the company's governance in a state of uncertainty.

The Activist's Case for Change

Milfam LLC, the single-family office managing assets for the descendants of Lloyd I. Miller Jr., is a long-term investor, holding approximately 13.0% of Scully Royalty's shares for over 12 years. Its campaign was built on the premise that a change in leadership was essential to unlock the company's value.

In its communications, Milfam has called for a “renewed focus towards operational and capital efficiency” and “fair representation of the interests of all shareholders.” The activist investor believes that under previous leadership, the company failed to achieve its full potential. With its newly elected directors, Milfam stated it is now “pursuing a transition plan for the Company.”

Scully Royalty Ltd. is a Cayman Islands-incorporated company with a complex business structure. Its primary revenue stream is a 7.0% royalty on iron ore from the Scully Mine in Canada. It also operates a merchant banking segment providing financial services, primarily through a European subsidiary, and holds other assets including industrial real estate. The company's financial performance has been mixed. While it significantly narrowed its net loss to $2.0 million in the first half of 2025 from $19.9 million the prior year, its annual revenue for 2024 fell by over 40% to $24.5 million. This performance landscape likely fueled Milfam's conviction that a strategic overhaul was necessary.

A New Board with Deep Financial Acumen

The slate of directors put forward by Milfam brings extensive experience in finance, private equity, and corporate turnarounds. This suggests Milfam’s strategy will be heavily focused on financial restructuring and capital allocation.

The new board includes:
* Mark Holliday, founder of Goshawk Capital Corp., with a history of board service at companies like Kaspien Holdings and Atlas Financial Holdings.
* Alan Howe, a veteran investment banker with over 25 years of experience at firms like Jefferies LLC and Canaccord Genuity, and current director at multiple public companies including Babcock & Wilcox.
* Nimesh Patel, a Managing Director at AMCI Group, a global resources firm, with deep experience in private equity and serving on numerous corporate boards.
* Skyler Wichers, a Vice President at Milfam LLC itself, placing a direct representative of the activist investor on the board.
* Jerrod Freund, the fifth member of the successful slate.

This collection of expertise contrasts with the outgoing board, which included President and CEO Samuel Morrow and Executive Chairman Michael J. Smith. The new board's background signals a potential shift away from the prior operational management style towards a more aggressive, finance-driven approach to maximizing shareholder value.

Market Reacts as Legal Questions Loom

Wall Street has responded with cautious optimism to the declared board flip. In today's trading, shares of Scully Royalty Ltd. (SRL) were up over 2.7%, building on a 5% gain over the past five days as the shareholder battle intensified. However, analyst sentiment remains neutral, with a consensus "Hold" rating on the stock, reflecting the deep uncertainty that clouds the company's immediate future.

Institutional investors appeared wary even before the contentious meeting. In the third quarter of 2025, six institutional holders decreased their positions in SRL, while only two increased them, suggesting a growing unease with the company's direction or the impending conflict.

The central question remains the legal legitimacy of the December 27 election. Until the Cayman Islands Court of Appeal rules on Scully Royalty's appeal, or until the company's incumbent management formally concedes, Scully Royalty Ltd. will exist in a state of limbo. The new directors may be developing a transition plan, but their ability to implement it depends entirely on whether they are legally recognized as the rightful board. This unprecedented boardroom brawl serves as a stark reminder of the power activist investors can wield and the high-stakes legal and procedural battles that can define a public company's fate.